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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 28, 2022

SUMMIT HOTEL PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Maryland 001-35074 27-2962512

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number) (I.R.S. Employer Identification No.)

 

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738
(Address of Principal Executive Offices) (Zip Code)

 

(512) 538-2300
(Registrants’ telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value INN New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value INN-PE New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value INN-PF New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

The information about the separation agreement and general release set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01. A copy of the agreement or the form thereof is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously reported on the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. (the “Company”) on January 31, 2022, Craig J. Aniszewski, Executive Vice President and Chief Operating Officer of the Company, notified the Company of his intent to retire from his position as Executive Vice President and Chief Operating Officer effective March 1, 2022 (the “Retirement Date”). On February 28, 2022, in connection with Mr. Aniszewski’ s planned retirement, the Company entered into a separation agreement and general release with Mr. Aniszewski (the “Agreement”), which will become effective after a customary seven-day revocation period, ending March 7, 2022, has passed.

 

The Agreement provides for the following: (i) accelerated vesting on the Retirement Date of all unvested service-based restricted shares of common stock previously awarded to Mr. Aniszewski pursuant to those three certain Stock Award Agreements (Service-Based Shares), dated March 7, 2019, March 7, 2020, and March 8, 2021, between the Company and Mr. Aniszewski; (ii) the opportunity to earn unvested performance-based restricted shares of common stock in 2022, 2023 and 2024 based on the Company’s total shareholder return in accordance with the previously reported performance awards; (iii) reimbursement for COBRA premiums paid by Mr. Aniszewski through December 31, 2022; (iv) a cash payment of $6,124.87 for accrued by unused 2022 vacation time; and (v) a general release by Mr. Aniszewski of all claims against the Company.

 

This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. These forward-looking statements relate to the Agreement. Forward-looking statements are based on certain assumptions which can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information.

 

These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits
   
10.1 Separation Agreement and General Release dated February 28, 2022 between Summit Hotel Properties, Inc. and Craig J. Aniszewski.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SUMMIT HOTEL PROPERTIES, INC.

 

  By: /s/ Christopher R. Eng
    Christopher R. Eng
Dated: March 1, 2022   Executive Vice President, General Counsel, Chief Risk Officer and Secretary

 

 

 

 

Exhibit 10.1

 

SEPARATION AGREEMENT AND GENERAL RELEASE

 

This SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") dated as of February 28, 2022 is by and between Craig J. Aniszewski ("Executive") and Summit Hotel Properties, Inc., a Maryland corporation (the "Company").

 

WHEREAS, the Company and Executive have entered into an Employment Agreement dated as of May 28, 2014 ("Employment Agreement");

 

WHEREAS, Executive shall retire and resign as an employee and officer of the Company and all entities related to the Company, and also retire and resign as an officer, director, manager or similar functionary of all entities related to the Company, effective as of March 1, 2022 (the "Termination Date"); and

 

WHEREAS, the parties agree that Executive's retirement and separation from employment is the result of a mutual agreement between Executive and the Company.

  

NOW, THEREFORE, Executive and the Company agree to enter into this Agreement setting forth their respective obligations related to Executive's separation as follows:

 

1.      Separation of Employment.  Effective as of the Termination Date, Executive resigns as an employee and officer of the Company and all entities related to the Company, and as an officer, director, manager or similar functionary of all entities related to the Company.  The Company and Executive hereby waive any rights to prior notification of the termination of Executive’s employment.

 

2.      Special Compensation and Benefits.

 

(a)      Executive was awarded a total of 191,865 shares of common stock under Stock Award Agreements (Performance-Based Shares) dated March 7, 2019, March 7, 2020 and March 8, 2021 (collectively the “Performance Awards”) and a total of 127,910 shares of common stock under Stock Award Agreements (Service-Based Shares) dated March 7, 2019, March 7, 2020 and March 8, 2021 (collectively the “Service Awards”).

 

Executive shall be entitled to earn Performance Based Shares determined in accordance with the methodology, provisions, terms and conditions set forth in the Performance Awards (except for the requirement for continuous employment, which shall not apply), with any earned amounts vesting at the times specified therein.

 

Executive’s interest in any shares of common stock granted under the Service Awards that are outstanding and that have not yet vested as of the Termination Date, shall automatically vest and become non-forfeitable on the Termination Date.

 

(b)      The Executive shall be paid for all accrued by unused paid vacation in the amount of $6,124.87, less all applicable federal, state and local taxes and withholding.

 

(c)      The Company shall reimburse the Executive for premiums paid by the Executive for COBRA coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents for coverage from the Termination Date through December 31, 2022.

 

(d)      Except as expressly provided in this Agreement, as of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement. 

 

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3.      General Release by Executive.  In return for the accelerated vesting of the Service Awards and other consideration provided herein (the “Consideration”), Executive agrees to the following:

 

Executive agrees, on behalf of himself and all of his heirs or personal representatives, to release the Company and all of its subsidiaries, affiliates, predecessors and successors, and all of their present or former officers, directors, managers, representatives, employees, agents, employee benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the separation of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date, including, but not limited to, any and all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims.  This settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation fraud and misrepresentation, and any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's rights, including Chapter 21 of the Texas Labor Code and Section 451 of the Texas Labor Code.

 

Executive further agrees not to file a suit of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of the other Company Released Parties, the separation thereof, any agreements between the Company or any of other the Company Released Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company or any of the other Company Released Parties.  Even if a court rules that Executive may file a lawsuit against the Company or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, the separation thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit.  Executive understands that this Agreement effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of Executive's employment.  However, Executive recognizes and understands that this release does not prohibit him from filing an administrative charge with any state or federal agency.

 

Further, this release does not waive Executive's rights to enforce this Agreement.  In addition, this release does not give up Executive's rights, if any, to rights that the Executive has a terminated employee under employee benefit plans of the Company, including the right to continued health plan coverage under Section 4980B of the Internal Revenue Code and vested benefits under the Company’s 401(k) plan or COBRA benefits under the Company's standard benefit programs applicable to Executive.  Further, this release does not waive Executive's rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's charter or bylaws or the Indemnification Agreement, dated as of February 14, 2011, between Executive and the Company.

 

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4.      Restrictive Covenants and Miscellaneous Provisions.

 

(a)      Executive confirms that, while he understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released Parties, he shall not disclose any of the trade secrets or other Confidential Company Information (as defined in the Employment Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential Company Information in any fashion at any time, including in any future employment, work or business.

 

(b)      Executive agrees to comply at all times after the date hereof with the provisions of the Employment Agreement that survive his termination of employment.  Without limitation, Executive acknowledges and agrees that Section 15 of the Employment Agreement (i) prohibits Executive until the first anniversary of the Termination Date from, among other things, (x) engaging in certain activities (as defined in the Employment Agreement), and (y) encouraging, soliciting or inducing any employee of the Company to terminate such person's employment, and (ii) shall survive the separation of his employment, regardless of the separation reason, and shall survive the execution of this Agreement.

 

(c)      Executive understands and agrees that the Company shall have the right to and may sue him for breach of this Agreement if he violates the provisions of the Employment Agreement or this Agreement.  Executive further acknowledges that but for his agreements to comply with his obligations described in this Agreement and the Employment Agreement, the Company would not provide him with the compensation, benefits and consideration set forth herein.

 

(d)      This Agreement does not constitute an admission of any kind by the Company but is simply an accommodation that offers the Executive the Consideration (which provides additional benefits he would not otherwise be entitled to receive) in return for his agreeing to, signing and not revoking this document.

 

(e)      Executive agrees not to make any statements that disparage the reputation of the Company or any of the other Company Released Parties, or their properties or services.  Executive agrees that any breach or violation of this non-disparagement provision shall entitle the Company to sue him on this Agreement for the immediate recovery of any damages caused by such breach.  The provisions of this Section 4(e) shall survive the termination of Executive's employment, regardless of the separation reason, and shall survive the execution of this Agreement.  Nothing herein shall prevent Executive from providing truthful testimony under oath or to a government agency.

 

(f)      All payments and benefits under this Agreement are gross amounts and will be subject to taxes and lawful deductions, if any.

 

(g)      Capitalized terms used herein and not otherwise defined shall the meanings assigned to such terms in the Employment Agreement.

 

(h)      Executive is entering into this Agreement freely and voluntarily.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive understands that it sets forth the entire agreement between Executive and the Company and Executive represents that no other statements, promises, or commitments of any kind, written or oral, have been made to Executive by the Company, or any of its agents, to cause Executive to accept it.  Executive acknowledges that he has been advised to consult legal counsel concerning this Agreement prior to signing this Agreement, and that he has had sufficient opportunity to do so.  Executive understands that he may have up to 21 days from the date he received this Agreement to consider this Agreement.  Executive understands that if he signs this Agreement, he will then have seven days to revoke it if he so chooses.  Executive may revoke this Agreement by delivering a written notice of revocation to Jonathan Stanner, Summit Hotel Properties, Inc., 13215 Bee Cave Parkway, Suite B-300, Austin, Texas 78738.  However, if Executive elects to revoke this Agreement, Executive understands that he will not be entitled to the Consideration referenced in this Agreement.  Executive realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation.  Executive understands that this Agreement will not become effective or enforceable until the eighth day after he signs this Agreement without revocation (the "Effective Date").  Executive understands that the Company will have no duty to provide him with the benefits or consideration described in this Agreement until after the Effective Date.

 

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(i)      Sections 17, 18, 19 and 23 of the Employment Agreement are hereby incorporated into this Agreement, mutatis mutandis.

 

(j)      This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.

 

  SUMMIT HOTEL PROPERTIES, INC.,
a Maryland corporation
     
Date:    February 28, 2022  By:  /s/ Jonathan Stanner
    Jonathan Stanner
    President & Chief Executive Officer
     
Date:    February 28, 2022    /s/ Craig J. Aniszewski
    Craig J. Aniszewski

 

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